Shirley E. Devlin-Lebow - Jul 2, 2024 Form 4 Insider Report for EVERBRIDGE, INC. (EVBG)

Role
Chief Accounting Officer
Signature
/s/ Noah F. Webster, Attorney-in-Fact
Stock symbol
EVBG
Transactions as of
Jul 2, 2024
Transactions value $
$0
Form type
4
Date filed
7/2/2024, 05:34 PM
Previous filing
Mar 29, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EVBG Restricted Stock Unit Disposed to Issuer -20K -100% 0 Jul 2, 2024 Common Stock 20K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Shirley E. Devlin-Lebow is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock.
F2 On July 2, 2024, Project Emerson Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 29, 2024 (the "Merger Agreement"), by and among the Issuer, Everbridge Holdings, LLC (formerly known as Project Emerson Parent, LLC) ("Parent"), and Merger Sub, which amends and restates that certain Agreement and Plan of Merger, dated as of February 4, 2024, by and among the Issuer, Parent and Merger Sub.
F3 Twenty-five percent (25%) of the total number of RSUs shall vest on March 31, 2025 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person remaining in the service of Issuer through each vesting date.
F4 At the effective time of the Merger (the "Effective Time"), each unvested RSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock subject to such unvested RSU, without interest, subject to the terms and conditions of the Merger Agreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested RSUs were subject to immediately prior to the Effective Time.